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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 6
TRAK AUTO CORPORATION
(Name of Issuer)
TRAK AUTO CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
892887100
CUSIP (Number of Class of Securities)
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Robert A. Marmon
Trak Auto Corporation
3300 75th Avenue
Landover, Maryland 20785
(301) 731-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copy to:
Michael R. Klein, Esq.
Thomas W. White, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
December 21, 1994
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee
$30,750,000 $6,150
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* Assumes purchase of 1,500,000 shares at $20.50 per share.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $6,150 Filing Party: Trak Auto Corporation
Form or Registration No.: Schedule 13E-4 Date Filed: December 21, 1994, February 6, 1995
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Trak Auto Corporation hereby amends and supplements its Statement on
Schedule 13E-4 (the "Original Schedule 13E-4") filed with the Securities and
Exchange Commission on December 21, 1994 and amended on January 24, 1995,
February 6, 1995, February 8, 1995, February 22, 1995 and February 28, 1995.
Unless otherwise indicated herein, each capitalized term used but not defined
herein shall have the meaning assigned to such term in the Original Schedule
13E-4.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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99(a)(1) Form of Offer to Purchase dated December 21, 1994.
99(a)(2) Form of Letter of Transmittal.
99(a)(3) Form of Notice of Guaranteed Delivery.
99(a)(4) Form of letter to brokers, dealers, commercial banks, trust companies and
other nominees dated December 21, 1994.
99(a)(5) Form of letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated December 21, 1994. December 21,
1994.
99(a)(6) Form of letter to shareholders from the Chairman and Chief Executive Officer
of the Company dated December 21, 1994.
99(a)(7) Form of Press Release dated December 20, 1994.
99(a)(8) Form of Summary Advertisement dated December 21, 1994.
99(a)(9) Form of Press Release dated January 23, 1995.
99(a)(10) Form of Supplement, dated February 6, 1995, to Offer to Purchase.
99(a)(11) Form of Letter of Transmittal mailed with Supplement.
99(a)(12) Form of Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated February 6, 1995.
99(a)(13) Form of Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated February 6, 1995.
99(a)(14) Form of Notice of Guaranteed Delivery mailed with Supplement.
99(a)(15) Form of Press Release dated February 3, 1995.
99(a)(16) Loan Agreement between Dart Group Corporation and Trak Auto Corporation
dated February 6, 1995.
99(a)(17) Form of Summary Advertisement dated February 8, 1995.
99(a)(18) Form of Press Release dated February 21, 1995.
99(a)(19) Form of Press Release dated February 22, 1995.
99(a)(20) Form of Press Release dated February 28, 1995.
99(a)(21) Form of Press Release dated March 7, 1995.
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
TRAK AUTO CORPORATION
By: /s/ Robert A. Marmon
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Robert A. Marmon
Principal Financial Officer
Dated: March 7, 1995
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99(a)(1)* -- Form of Offer to Purchase dated December 21, 1994.
99(a)(2)* -- Form of Letter of Transmittal.
99(a)(3)* -- Form of Notice of Guaranteed Delivery.
99(a)(4)* -- Form of letter to brokers, dealers, commercial banks, trust companies and
other nominees dated December 21, 1994.
99(a)(5)* -- Form of letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated December 21, 1994. December 21,
1994.
99(a)(6)* -- Form of letter to shareholders from the Chairman and Chief Executive
Officer of the Company dated December 21, 1994.
99(a)(7)* -- Form of Press Release dated December 20, 1994.
99(a)(8)* -- Form of Summary Advertisement dated December 21, 1994.
99(a)(9)* -- Form of Press Release dated January 23, 1995.
99(a)(10)* -- Form of Supplement, dated February 6, 1995, to Offer to Purchase.
99(a)(11)* -- Form of Letter of Transmittal mailed with Supplement.
99(a)(12)* -- Form of Letter to brokers, dealers, commercial banks, trust companies and
other nominees dated February 6, 1995.
99(a)(13)* -- Form of Letter to clients for use by brokers, dealers, commercial banks,
trust companies and other nominees dated February 6, 1995.
99(a)(14)* -- Form of Notice of Guaranteed Delivery mailed with Supplement.
99(a)(15)* -- Form of Press Release dated February 3, 1995.
99(a)(16)* -- Loan Agreement between Dart Group Corporation and Trak Auto Corporation
dated February 6, 1995.
99(a)(17)* -- Form of Summary Advertisement dated February 8, 1995.
99(a)(18)* -- Form of Press Release dated February 21, 1995.
99(a)(19)* -- Form of Press Release dated February 22, 1995.
99(a)(20)* -- Form of Press Release dated February 28, 1995.
99(a)(21) -- Form of Press Release dated March 7, 1995.
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* Previously filed.
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[Trak news release letterhead]
Contact: Stanley Rubenstein
212/ 297-6108
TRAK AUTO CORPORATION ANNOUNCES
CONCLUSION OF TENDER OFFER
Landover, Maryland, March 7, 1995 ... Trak Auto Corporation (Nasdaq:
TRKA) today announced that it accepted for purchase 310,378 shares pursuant to
its tender offer for purchase of shares of its common stock. The shares were
purchased at the tender offer price of $20.50 per share, for a total
consideration of $6,362,749. Tendering shareholders can expect to receive the
consideration for their shares shortly.
Wasserstein Perella & Co. is the Dealer Manager and The Bank of New
York is the Depositary for the Offer. D.F. King & Co. serves as the Information
Agent.
